Translation Agreement: What Is It?
A contract between a client that requires a language service and the language service provider (in this case, the translator), is known as a translation agreement contract. This document is essential to both parties because it outlines exactly what services will be provided, at what cost, over what period of time, and in what format. This document is also essential if determining an accurate quote is required . Some clients require that translation agreements have payment clauses that state the invoice will be paid upon receipt, while others state that payment is due within 30 days of receipt. Contracts may also include important legal terminology such as termination clauses or liability waivers. A translation contract protects both parties, making it a necessary element in determining the contractual agreement between the two.
Key Features of a Translation Agreement
The clauses in a translation agreement are essential because they define the scope of the project as well as the obligations and rights of the parties involved. These clauses must be agreed upon by all parties before the agreement goes into effect.
Often, a translation agreement contains a scope clause in order to explain the terms and conditions of the project in detail. It may contain a description of the type of work to be done and the specific services required. If it is a technical translation, the scope clause may require that all technical specifications be met. Alternatively, if the work is meant for an advertisement, the tone and style must adhere to those requirements. A scope clause may also contain other limitations, such as the number of revisions the client can request and the manner in which the translations will be delivered to them. A strict scope clause requires the client to negotiate a new agreement if additional work is needed. On the other hand, a loose scope clause lets the translator and the client expand the project without having to sign a new agreement; however, the loose scope clause requires the translator to document the additional work and charge accordingly to complete the project.
A translation agreement must also contain a deadline clause. When signing a translation agreement, one must be careful to read any provisions that state when the project is due for completion. Many translation agreements stipulate that if the deadline is not met by the translator, the client has the right to sue. For that reason, the deadline clause must be clear and reasonable. The translator should not be held responsible for factors out of his or her control, such as if the translations are released a day after the launch because the client missed the deadline to review the completed work. Thus, the translator should always renegotiate the deadline if it looks like he or she may not be able to meet it. The deadline clause may also contain provisions about how long the client has to review the work. For example, the client may have five days to review the translation for technical translations with no more than two revision requests. However, the deadline will be irrelevant if the client fails to meet it according to the terms of the contract. Therefore, it is important that the deadline clause has a provision, which states how the deadlines for the project are to be met. For example, the deadline may be set in accordance to when the translation is sent out to the client for review. In the event of a dispute, the deadline will be easier to enforce if it is defined in the agreement.
Given the nature of the legal translation business, confidentiality clauses are often included in translation contracts. Confidentiality clauses typically do not have to be lengthy; however, the wording must be very precise. Unfortunately, many legal translations are lost before they can be translated because the documents can easily be altered. This is especially true if the client is trying to change the terms and conditions of the translation to unilaterally benefit themselves, or if the client tries to pass off the translator’s work as his or her own.
Translation agreements should also include a payment clause. The payment clause must be very specific so that both parties know how much, when and in what manner payments will be made. Unfortunately, some translators are not paid for their services, especially at the onset of a new working relationship. Further, some translators and interpreters are not paid for their services until the client has received payment for the services and consequently may have to wait a long time (usually over 90 days) before receiving their payment. For that reason, contractors and clients should not require or offer payment in advance. The preferred method of payment should be bi-weekly or monthly. Further, payments should always be delivered in the form of checks unless it is determined that cash or credit cards are necessary to settle the bill. In those circumstances, the person assigned to handle the company credit cards should be required to submit a receipt. Finally, a copy of the check made payable for services should be attached to the receipt.
A good translation agreement will also contain an intellectual property clause. Since the translator’s work is protectable via copyright protection, the translation agreement should state who will own the translation after it has been translated. From the translator’s point of view, the translator should retain the ownership of the translation, given that it represents a substantial creative effort by the translator. Alternatively, clients want to own the translations they have ordered. The compromise is often a hybrid contract. Although the translator retains the copyright in many translation contracts, both the client and translator will have a license to use the translations; however, the parties must get permission from one another in order to do so.
Why Meaningful Language is Critical in Contracts
Clear and accessible language within a translation contract will help to significantly reduce the risk of misunderstandings. Most importantly, it will ensure that the parties fully understand the obligations that they have agreed to as part of the contract. A translation contract between two parties can be legally binding in a number of different jurisdictions, meaning it is important that the party that has to listen to that translation maintains a clear understanding of what actions are required.
Translating a document from one language to another with word-by-word precision is often difficult if not impossible. The same can be said for translating legal documentation since some legal phrases do not even have an existing translation in another language, or the translation is vastly different from its common usage. As such, it is crucial that the intent of the document is easily understandable so that both parties are clear on any irregularities that exist. In addition to this, many translation contracts tend to contain helpful little tips, such as "if you don’t understand something, speak up." The same can be said for what qualifies as ‘reasonable’ during the delivery of the document, therefore leaving little room for interpretation.
Resolving Disputes and Changes to Agreements
In instances where ESL professionals have been dismissed from projects or clients, it can be a frustrating experience for all parties. Having a well-designed contract signed by both parties before the work begins can help eliminate some misunderstandings, but if disputes do arise, then the terms of the Translation Agreement should be followed as it relates to dispute resolution.
Many Translation Agreements will include a mediation, arbitration, and/or litigation clause that will outline how disputes will be resolved in a manner other than through the court system. The disagreements may also be over the amount for services rendered. This amount may be defined in the contract and become the subject of dispute. A contract breach is among the most common reasons given in disputes.
Changes to the original Translation Agreement may become necessary for various reasons. A Translation Agreement should have a clause stipulating how and when changes to the contract may be made. With or without an amendment clause, a written amendment to the Translation Agreement should be signed by all parties who signed the original contract. If one party makes a change that affects cost or duration of the project, then the ESL professional should communicate with the client to seek to resolve the matter by oral and written contact, if necessary. If this does not resolve the matter, then the translator or interpreter may choose to stop work, if permitted in the Translation Agreement, or to continue work but notify the client of your objection to the change.
Considerations and Legal Issues
When drafting translation agreement contracts, organizations must remain cognizant of the legal considerations and potential compliance issues that may arise. As these agreements often involve international collaboration and cross-border execution, companies should consider the legal framework of each jurisdiction involved to ensure the enforceability of the contract terms. In most jurisdictions, common law principles apply, although applicable legislation can apply in civil law countries. It is also important to include a clause in the translation agreement regarding the governing law in the case of a dispute . This clause should specify the state or country whose laws will govern the interpretation of the agreement. Jurisdictional issues can be complex, as it may not always be clear which jurisdictions are connected to the subject matter or the parties. In general, parties can agree by contract to the jurisdiction in which disputes will be settled. Once a dispute arises, however, it can be difficult to determine the jurisdictional authority. Thus, it is important to clearly resolve jurisdictional issues in the contract from the outset to avoid potential litigation over such questions.
Purposeful Practices for Translation Partnerships
A successful translation agreement is built on a foundation of trust, respect, and mutual understanding. Unlike other types of business transactions, a translation agreement establishes a long-term relationship that extends beyond the contract’s expiration date. With translation services, the quality, integrity, and resonance of your content depend on the strength of the relationship with your translator. Therefore, we have outlined a shortlist of practices that will help you establish a successful translation partnership.
Effective negotiation should not be a point of contention between you and your translator. At the core, a negotiation should be viewed as a means of creating a mutually beneficial business relationship. This means understanding the translator’s expectations and needs while clearly communicating yours. The key is to avoid confrontational negotiation. Instead, frame your budgetary requirements in a manner that shows your willingness to work within the limits without compromising the quality of the service to be provided.
The best translation professionals are not defined by their ability to perform a favor for you. People deliver a high-quality product because they are dedicated to the field. They are passionate about providing superior services and identify the compatibility of your project, along with their background and expertise, as an opportunity to help you achieve your goals. If your translator agrees to a rate reduction, view it as an opportunity to build a relationship on trust, not a means to exploit their services.
Confusion and lack of clarity is one of the most common reasons for a breakdown in communication between you and your translator. Clarifying the scope of your project is essential to establishing a successful translation partnership. Do you want a direct translation that accurately conveys the message? Or do you need the content adjusted to appeal to the target demographic? A professional translator will determine the best way to convey the authentic message of the content. If you possess a specific idea of what you want, it is important to articulate your expectations to minimize any ambiguities after in the initial stages of the agreement.
Finally, successful translation partnerships are built on the foundation of open, constructive communication. Are you newly involved in the translation industry? That should not prevent you from asking questions if you do not understand something. Remember, you are the client, and you deserve to be informed of every aspect of the transaction. An experienced translator understands the complexities of the field and is willing to answer your questions and provide ample clarification.
These are just a few of the best practices for establishing a successful translation partnership through translation agreements. If you have any further questions regarding translation agreements, we recommend consulting with a professional translator.
Examples of Translation Agreements
To illustrate the breadth of translation contracts, we can look at three different types of translation projects: a medical device labeling project, an educational product localization project, and a legal document translation project. The medical device scenario is one where compliance with industry standards is critical. A European-based medical device company needs to communicate the instructions of use of their new orthopedic device to a Russian-speaking market in compliance with national regulations. The standard template for this project is a complex set of detailed instructions from the various stakeholders (scientists, regulators, lawyers) within the company. The translations need to be delivered in two stages: linguistic revision followed by technical review. The translators and reviewers are anonymous, and there is an in-built process to ensure that work performed by the review teams is of the same quality as the original translation. LanguageControl has a variety of templates it uses for projects like this one, which is agreed to in advance by the customer. The localization scenario occurs with many educational products. In this example, an educational publishing power in the United States needs to adapt its mathematics and science textbooks into Canadian French . Localization involves rendering language into its regional form and adapting cultural references accordingly. The publisher sends an online request detailing the project scope, glossary and reference documents, and billing and deadlines. LanguageControl can then provide an accurate quote to the publisher. If the conditions are accepted, the response by the publisher is an online signature and agreement with the proposed project plan and timeline. The legal translation scenario is a little more laborious. In this case, the customer is a law firm that specializes in advising blue chip companies with intellectual property issues. The customer has a client in Japan that wants to sue a manufacturer in Miami for patent infringement of its product design and manufacturing process for an office chair. The customer must instruct a marketing company in Japan to identify the most suitable advertising (and target audience) for this particular case to attract the attention of any potential plaintiff. The customer instructs LanguageControl to translate the ad copy into English and Spanish and also other relevant documents such as product specification sheets. The terms of the engagement are detailed and comprehensive and they cover the confidentiality, data protection, audit rights and indemnity provisions that a large legal firm would typically require.